As filed with the Securities and Exchange Commission on June 29, 1999.
Registration No. ________
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
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WHITTMAN-HART, INC.
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(Exact Name of Registrant as Specified in its Charter)
DELAWARE 36-3797833
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(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
311 SOUTH WACKER DRIVE
SUITE 3500
CHICAGO, ILLINOIS 60606-6618
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(Address of principal executive offices)
WHITTMAN-HART SAVINGS AND INVESTMENT PLAN
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(Full Title of the Plan)
ROBERT F. BERNARD
CHIEF EXECUTIVE OFFICER Telephone number,
WHITTMAN-HART, INC. including area code,
311 SOUTH WACKER DRIVE, SUITE 3500 of agent for service:
CHICAGO, ILLINOIS 60606-6618 (312) 922-9200
(Name and address of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Offering Registration
Registered Registered(1) Per Share(2) Price(2) Fee
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Common Stock,
par value $0.001
per share(3) 1,000,000 Shares $26.593 $26,593,000 $7,393.06
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1 An undetermined number of additional shares may be issued if the
anti-dilution adjustment provisions of the Whittman-Hart Savings and
Investment Plan become operative.
2 Estimated solely for the purpose of calculating the registration fee in
accordance with Rules 457(c) and (h) under the Securities Act of 1933 on the
basis of the average of the high and low prices of the Common Stock as quoted
on the Nasdaq National Market on June 24, 1999.
3 In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to be
offered or sold pursuant to the employee benefit plan described herein. These
securities have no offering price and therefore, pursuant to Rule 457(h)(2)
no separate registration fee is required.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
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The following documents are incorporated by reference into this
Registration Statement:
(1) The Company's Annual Report on Form 10-K for the year ended
December 31, 1998, which has heretofore been filed by the Company with the
Securities and Exchange Commission (the "Commission") pursuant to the Securities
Exchange Act of 1934, as amended (the "1934 Act");
(2) The Company's Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, which has heretofore been filed by the Company with the
Commission pursuant to the 1934 Act.
(3) The Company's Current Report on Form 8-K dated May 10, 1999, which
has heretofore been filed by the Company with the Commission pursuant to the
1934 Act.
(4) The Company's Schedule 14A Proxy Statement filed April 29, 1999,
which has heretofore been filed by the Company with the Commission pursuant to
the 1934 Act.
(5) Annual Report on Form 11-K of the Whittman-Hart Savings, Inc. and
Investment Plan (the "Plan") for the year ended December 31,1997 and for the
year ended December 31, 1998.
(6) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A filed with the Commission pursuant
to Section 12(g) of the 1934 Act.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment that indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement and to be a
part hereof from the date of filing of such documents (such documents, and the
documents enumerated above, being hereinafter referred to as "Incorporated
Documents"); provided, however, that the documents enumerated above or
subsequently filed by the registrant pursuant to Section 13(a), 13(c), 14 and
15(d) of the 1934 Act in each year during which the offering made by this
Registration Statement is in effect prior to the filing with the Commission of
the Company's Annual Report on Form 10-K covering such year shall not be
Incorporated Documents or be incorporated by reference in this Registration
Statement or be a part hereof from and after the filing of such Annual Report on
Form 10-K.
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
Item 4. Description of Securities.
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The securities to be offered are registered under Section 12(g) of the
1934 Act.
Item 5. Interest of Named Experts and Counsel.
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Not Applicable
<PAGE>
Item 6 Indemnification of Directors and Officers.
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Section 145 of the Delaware General Corporation Law and the Amended and
Restated By-laws of the Company provide for indemnification of directors and
officers for expenses (including reasonable amounts paid in settlement) incurred
in defending actions brought against them.
The Company's Amended and Restate Certificate of Incorporation and
Amended and Restated Bylaws contain provisions that require the Company to
indemnify its directors and officers to the fullest extent permitted by Delaware
Law.
The Company's Amended and Restated Certificate of Incorporation
contains a provision that eliminates, to the fullest extent permitted by
Delaware law, the personal liability of each director of the Company to the
Company and its stockholders for monetary damages for certain breaches of
fiduciary duty. This provision does not affect the director's liability for
monetary damages for breaches of the duty of loyalty, actions or omissions not
in good faith, knowing violation of law or intentional misconduct, willful or
negligent conduct in approving an unlawful dividend, stock repurchase or
redemption or obtaining any improper personal benefit.
The Company maintains directors and officers liability insurance
covering all directors and officers of the Company against claims arising out of
the performance of their duties.
Item 7. Exemption from Registration Claimed.
-----------------------------------
Not applicable.
Item 8. Exhibits.
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Reference is made to the Exhibit Index.
Item 9. Undertakings.
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The registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement to include any
material information with respect to the plan of distribution not previously
disclosed in the Registration Statement or any material change to such
information in the Registration Statement.
(2) That, for the purpose of determining any liability under the Act,
each such post-effective amendment shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
(3) That, for the purposes of determining any liability under the Act,
each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the 1934 Act (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the 1934 Act) that is
incorporated by reference in the Registration Statement shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(4) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(5) Insofar as indemnification for liabilities arising under the Act
may be permitted to directors, officers and controlling persons of the
registrant pursuant to the provisions described in Item 6 or otherwise, the
registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
<PAGE>
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(6) The Company will submit the Plan and any amendments thereto the
Internal Revenue Service (the "IRS") in a timely manner and has or will make all
changes required by the IRS to qualify the Plan.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the undersigned registrant certifies that it has reasonable grounds to
believe that it meets all of the requirements for filing on Form S-8 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Chicago, State of
Illinois, on the 28th day of June, 1999.
WHITTMAN-HART, INC.
By: /s/ Robert F. Bernard
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Robert F. Bernard
Chairman of the Board of Directors
and Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of Whittman-Hart, Inc.,
hereby severally constitute Robert F. Bernard and Kevin M. Gaskey, and each of
them singly, our true and lawful attorneys with full power to them, and each of
them singly, to sign for us and in our names in the capacities indicated below,
the Registration Statement on Form S-8 filed herewith and any and all amendments
(including post-effective amendments) to said Registration Statement, and
generally to do all such things in our name and behalf in the capacities
indicated below to enable Whittman-Hart, Inc. to comply with the provisions of
the Securities Act of 1933, as amended, and all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by our said attorneys, or any of them, to said Registration
Statement and any and all amendments thereto.
Pursuant to the Securities Act of 1933, as amended, this Registration
Statement has been signed by the following persons in the capacities indicated
on the 28th day of June 1999.
Signature Title
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/s/ Robert Bernard Chairman of the Board of Directors and
Robert F. Bernard Chief Executive Officer
/s/ Kevin M. Gaskey Chief Financial Officer and Treasurer
Kevin M. Gaskey (Principal Financial and
Accounting Officer)
/s/ Edward V. Szofer President, Secretary and Director
Edward V. Szofer
/s/ Paul D. Carbery Director
Paul D. Carbery
/s/ Robert F. Steel Director
Robert F. Steel
/s/ Larry P. Roches Director
Larry P. Roches
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, the
trustees (or other persons who administer the Plan) have duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the city of Chicago, State of Illinois on the 28th day
of June, 1999.
WHITTMAN-HART, INC SAVINGS & INVESTMENT PLAN
By: WHITTMAN-HART, INC., as Plan Administrator
By: /s/ Robert F. Bernard
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<PAGE>
EXHIBIT INDEX
Exhibit Number Description
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4.1 Amended and Restated Certificate of Incorporation as currently in
effect (incorporated herein by reference to Registrant's Registration
Statement on Form S-3, as amended, Registration No. 333-1778).
4.2 Second Amended and Restated By-Laws of the Registrant as currently in
effect (incorporated herein by reference to Registrant's Registration
Statement on Form S-1, as amended, Registration No. 333-1778).
5 Opinion (including consent) of McDermott, Will & Emery.
23.1 Consent of KPMG LLP.
23.2 Consent of McDermott, Will & Emery (included in Exhibit 5).
24 Power of Attorney (included on signature page).
Exhibit 5.1
June 29, 1999
Board of Directors of Whittman-Hart, Inc.
311 South Wacker Drive
Suite 3500
Chicago, Illinois 60606-6618
RE: Registration Statement on Form S-8
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Gentlemen:
You have requested our opinion in connection with the above-referenced
Registration Statement on Form S-8 (the "Registration Statement") of
Whittman-Hart, Inc. (the "Company"), to be filed with the Securities and
Exchange Commission under the Securities Act of 1933, as amended, to register
1,000,000 (the "Shares") of the Common Stock of the Company, $.001 par value per
share (the "Common Stock").
We have examined or considered all such documents, corporate records,
officer's certificates and certificates of public officials, and other
instruments as we have deemed necessary or appropriate for the purposes of the
opinion set forth below. In addition to the examination outlined above, we have
conferred with various officers of the Company and have ascertained or verified,
to our satisfaction, such additional facts as we deemed necessary or appropriate
for the purposes of this opinion.
Based on the foregoing, we are of the opinion that the Shares have been
duly authorized and, upon issuance in accordance with the Company's Savings and
Investment Plan, will be validly issued, fully paid and non-assessable.
Members of our firm are admitted to the practice of law in the State of
Illinois and we express no opinion as to the laws of any jurisdiction other than
the laws of the State of Illinois and the General Corporation Law of the State
of Delaware. We hereby consent to the references to our firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder.
Very truly yours,
/S/ McDermott, Will & Emery
McDERMOTT, WILL & EMERY
CONSENT OF KPMG LLP
The Board of Directors and Stockholders
Whittman-Hart, Inc.
The consent to the incorporation by reference in the registration
statement on Form S-8 related to the Whittman-Hart, Inc. Savings and Investment
Plan of our report dated January 14, 1999, relating to the consolidated balance
sheets of Whittman-Hart, Inc. and subsidiaries as of December 31,1998 and 1997,
and the related consolidated statements of earnings, stockholders' equity and
comprehensive income and cash flows for each of the years in the three year
period ended December 31, 1998 which report appears in the annual report on Form
10-K of Whittman- Hart, Inc.
KPMG LLP
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Chicago, Illinois
June 28, 1999
